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AGENDA ALASKA GASLINE DEVELOPMENT CORPORATION BOARD OF DIRECTORS TELEPHONIC BOARD MEETING January 30, 2014 8:30am Anchorage/Juneau/Fairbanks I. CALL TO ORDER II. ROLL CALL III. APPROVAL OF AGENDA IV. APPROVAL OF MINUTES: None V. PUBLIC COMMENTS: Anchorage________ Fairbanks ________ Juneau _________ VI. NEW BUSINESS A. President’s Report B. Authorization for Expenditures: 1. Pipeline 2. Facilities 3. Program Management C. ASAP Update Presentation D. Financials E. Organizational Chart 1. ASAP Project Staffing Process 2. Staffing Plan/Corporate & Project/AGDC & ASAP F. Resolution 2014-01 SBS Participation 1. Supplemental Benefit Participation Agreement
Transcript

AGENDA ALASKA GASLINE DEVELOPMENT CORPORATION

BOARD OF DIRECTORS TELEPHONIC BOARD MEETING

January 30, 2014 8:30am

Anchorage/Juneau/Fairbanks

I. CALL TO ORDER

II. ROLL CALL

III. APPROVAL OF AGENDA

IV. APPROVAL OF MINUTES: None

V. PUBLIC COMMENTS: Anchorage________ Fairbanks ________ Juneau _________

VI. NEW BUSINESS

A. President’s Report

B. Authorization for Expenditures: 1. Pipeline 2. Facilities 3. Program Management

C. ASAP Update Presentation

D. Financials

E. Organizational Chart

1. ASAP Project Staffing Process 2. Staffing Plan/Corporate & Project/AGDC & ASAP

F. Resolution 2014-01 – SBS Participation

1. Supplemental Benefit Participation Agreement

G. Resolution 2014-02 – PERS Participation 1. PERS Participation Agreement 2. Resolution 2013 – 01 (informational)

H. Acronyms and Abbreviations - Informational

VII. EXECUTIVE SESSION

VIII. ANY OTHER MATTERS TO PROPERLY COME BEFORE THE BOARD

IX. BOARD MEMBER COMMENTS

X. ADJOURNMENT

The Chair may announce changes in the Order of Business during the meeting.

PRESIDENT’S REPORT

OriginalExecutive and Support: Actual Budget Variance Desc.

Executive 1.4 0.7 0.7

Commercial 1.1 1.9 (0.8) External Affairs 0.3 0.7 (0.4) Legal 0.4 0.9 (0.5) Finance 0.3 1.9 (1.6) Human Resources 0.2 0.2 (0.0) Administrative Services 1.2 1.6 (0.5) IT and Data Mgt. 2.7 2.5 0.2 Total Exec. and Support 7.7 10.5 (2.8)

Project Management: Project Management 1.9 4.3 (2.5) Pipeline 6.4 5.8 0.6 Facilities 7.8 7.8 (0.0) ERL 2.1 1.6 0.5 Interface 0.1 0.3 (0.2) HSE - - -

Total PMT 18.3 19.8 (1.6) - - -

Total 26.0 30.3 (4.3)

PMC and project staffing.Fieldwork and Route 6 development.

Year to Date

AHFC RSA

Lower use of external commercial support.

Lower use of external Legal support than planned.Deferred ERP system and lower ERP system cost.

Office build out less than estimated.

Executive Legal External Affairs

Commercial Administrative Services

IT and Data Management Project Management

ERL

Pipeline

Interface

Facilities

2.1

5.0

9.6

15.0

21.3

26.0

31.7

38.8

45.2

51.4

57.1

62.5

-

10.0

20.0

30.0

40.0

50.0

60.0

70.0

-

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

July Aug Sept Oct Nov Dec Jan Feb Mar April May June

Cumulative Monthly AGDC FY14 Summary - December 2013 $MM

* Alaska Stand Alone Gas PipelinelASAPFEL 2 Owner Organization

FEL 2 Activities

NO11CE - THIS DOCUMENT CONTAINS CONFiDENTIAL AND PROPRIETARY INFORMATION AND SHALL NOT BE DUPLICATED,USED FOR ANY PURPOSE EXCEPT AS MAY BE AUThORIZED BY AGDC IN wRmNG.

/

ALASKA*

**

ASLIM[ :*

BEU[LOMENT CODP.RS FIR 81858885

*

I I

_____________________________________________________________

I Director, I Director, Human I Director, Prog,amI I Director, Commercial II Admin Services I I Resources ManagementI Deborah Bitney I I Jim Spalding I OPerations I I Frank Richards705 718 Daryf Kieppin

703

I Director, ASAPI Project Mgmt.

Dave Haugen

PcN-FlIIed

PCN—756Not Filled

DISCLOSED. SHARED ORORAfl 01/24/14 121283AGDC-017 org rhart w nOnteS 20131106 vsd

Page 1

Pipeline Managemetil _j

Greg SwankManager Pipeline

Technical Compliance

Administrative Assistanl(2)

- EstiniatorCost Control j

Pipeline EngineeringPHMSA Specialist

Soliient Matte’ Pcpects• Cnirosion Engineer• Pipeline Pigging Specialist• HOD Specialist• Bridge Engineer• lnrtrurrinntatinn and Controls• Cioil/Stroclcral• Pipeline Testing Specialist• Snismicity• Design lotngratinn• Arctic Heat Transfer• Slyeska Pipeline Service Company Interface

PHMSA Coordinator• Alaska DOT/PP Coordinator — lee taylor• StaIn Pipeline Coordinator’s OfScn Coordinator• Materials Testing

Don MackSnEacililier Protect Manager

Subject Matter EnonntsPrncnss Engineer

• Piping/Mechanical• Cicil/Stsoctisral• Instrumentation and

Cent rots• Operations S

MarnteeanreSpncialrstRotating EqoipnsentMntallorgistElnctrrcatPrecers SaletyManageesentEngineer

Mitre ThompnonERL Manager

StaIn h5 and LocalNEPA Adminioratron Permits CoordinatorRncosd Coordinator —

Ptsklic Participation ;ndStaknhntdnr

Cani.aO Sinrcialistair Pnrerit CoarrtinacorWetlandsilistonc and Cnlturat ResourcesAir QualityInert UseSeiln and GeologyPish/ESFHTSrpatened and Cnifantered SpeciesBirds

Tnt restrrat Wild LifePakhc Health and Saietp

AIpssa moneyPSI Operations leader

galk StevensonRnorrnnrrseotal Leader

Paith RolandTitle ertiliratron

Coordinator

State and Pederal LandAccntticcq visit inn

Coordinator

Johann MuellerPrisate Lard Accers/

Acsu’nicye Coos/satyr

Carol StielstraP1 elect Soytnect Soecialad

Cepstnuct ion Management

loBe lermynConstruction Manager

Quality AsscrapceManager

Cindy ParmerPcoiect Specialist lrroiect

Services)

Edgar CowlingSnnlot Technical Manager

SpetiatPrniectsMan,_j

Prank RichardsPipeline Project Manager

Pacilitins Managneieet

ASAP Organization Chart

Dave Haugen— ASOP Director Prulect

Management

1Eneirnnmeiit;I, Regulatory,

Land IPSO

4c4Pj

geilk Meyer I Dane McCabe -

Pipnliee EngineeringHydrologist facilities Engineeong— Manager

attlfts Engineer j ‘ project Engineer

Kurt Stangt I _--. Maggie Sproul

JGeotechniral Specialist - - Process Engineering ERL Siippert Specialist

— -- —- --a Maisagni

Welding/Materials .. — . Biological Resoutres and

Gte Gee JPg e I tarj

EddSPaeJ

Ppl eEge g

Prpeliee Engineer— MarnIj ianisirrgSchednler

•,j

NEro ASeiirations Analysis

Cost Control j- tIPPO

gary Predericksson I ;sa CunninghamDepot-p fRI Manager J Permitting Coordinator

— Segrrlatnry Leader

•_,,_]Land Leader

Health. Satnry, Security, Projact Services— and Environmental

,__

Interlace Mariagerrrent jHSSE Manager

Bad Alto Brad Chastain I- — --

Pro1ect Services M,J Interlace Manager

Wes Nannn- I Dale Danford (Actisp)

Pipeline Construction ecucto Strnciaj, Protect Controls Manager

lyserpace Concslrrrj

Darcep Geldermann Irene Gobeli-‘

____________

j Cnad Scheduler Protect Risk MasagenientSpecialist

Kurt MaIdUtifinru Corps at

Engineers 3W/ta PermSCoordinator

Don CanipamliAir resents Coardicarar

Tracie llraathneferCultural Pecaurces

Programmatic OereetuelstCoordinator

Scott Lust Safety Specia list (03)

Construction PlanningManages -- — Permit Coerplrauce

Specialist

Scheduler - - Pacile ins Psncarnment,

-

j Contracting. & Logistic- Plaerring

loedan EngelProtect Specialist

Brian Midyetl —

Logistics Lead - -—- Pieelrne CnnstsssrioaFacdhties Constcuctl Engineer

Manager -— -

Logistics Specialist

aiglru et Way Coosdiisatm_j cons:i:on;tr:r;TnM_j

Scheduler/Planner___j

EPI Estimating & Cent - - Lanstructron ContractsLcntinl Planning Sperialist

Constriction Coat acm

-

— Plammnicg titanagei

Contract Arteinistiatni

tramatorj-T Schlect Matter Espeins

Lead Estimator ROO/ROTiaositionManager

Lead Cost Cpntrnl Opesatinns & Maintenance- Manager

George HeymandRod SmithCost Control Specialist

- Operations & MaretneancoS cia c a list

Bern JenkinsPinlect latoreration

Comotitsmn and StartupManagenreirt- Manager

ShrarePoint Coordinator‘ Operations & Maintenance

Specialrstn (2)

Docurseent Manage,á,*(3) J

t2-24-20t3 RenD

r/?/t/

Repert org

J

Sobtect t.tatrr P,portn

• anotreg Seecsalnt

• eipelroe testing Specialist• tOO construction Specialist

-

• OOiQC

__________________________________

• Scppline Quality• Canstiscnrnn lahnr/Stathng

Spaidmst—Rarrdy Smith

ii,NOTICE - TI-Its DOCUMENT CONTAINS CDNPIOBflAI.nao PROPRI&ARY IPWORMATION AND SHALL NOT BE DUPLICATED DISTRfEUT&D DISCLOSED SHARED OR USED POR ANY PURPOSE PT AS MA B AUTHORIZED BY AGDC IN WRITING

1

ASAP Project Staffing Process Staffing Needs Analysis With the exception of a single AGDC employee (Pipeline Project Manager), the ASAP Project is entirely staffed by contractors. Staffing needs are identified by the ASAP Project Management Team (PMT) under the direction and approval of the ASAP Director of Project Management. An initial Gap Analysis of the ASAP Project organization was completed by CH2M Hill in October 2013 in order to identify the staffing and resources required to meet the major milestones of Open Season (Q1 2015) and Project Sanction (Q1 2016). CH2M Hill was selected as the ASAP Project Management Contractor (PMC) in September 2013 through a competitive procurement. The Governance Systems and Business Execution Plan Gap Analysis included a project maturity model (Model) and scorecard to benchmark the ASAP Project’s capacity in late 2013, and compare it to industry standards for comparable mega-projects. The Model was used to analyze the gaps between current status and desired current and near-term state of the project. The outcome of the Gap Analysis was converted into an action plan to focus resources on bringing the governance systems and Business Execution Plan (BEP) to the desired state. Appendix D of the Gap Analysis included the recommended Staffing Profile for the project, which was reviewed by the ASAP Director of Project Management and approved by the AGDC President as the ASAP Organization Chart. The chart provided the baseline staffing needs analysis going forward. Additionally, staffing needs will be analyzed on an ongoing basis by ASAP PMT functional managers and changes will be proposed by the ASAP Director of Project Management for review and approval by the AGDC President. These needs may be generated from the following requirements:

• Specialized technical expertise • Phasing of project activity • Increased need for resources • Change of scope • Staff replacement

It should be noted that the ASAP Organization Chart generally depicts the core imbedded staff supporting the project. These imbedded staff resources generally report through a line ASAP functional manager. Additional project staffing is provided through pipeline, facilities, PMC, and other specialized contractors performing discrete scopes of work under Task Assignments. Job Descriptions/Scope Determinations Job descriptions and scope for ASAP Project staffing is determined differently for 1) baseline imbedded staff, and 2) additional staffing needs that arise during the course of the project.

2

Baseline Imbedded Staff: The Governance Systems and Business Execution Plan Gap Analysis generated the foundational job descriptions and scope for the basic ASAP project organization. As part of the PMC contract, CH2M Hill provides proposed Position Descriptions and staff resumes for imbedded staff as depicted on the ASAP Organization Chart. Normal progression of the project provides for phased implementation of the overall staffing plan. Additional Staffing Needs: When new or changed staffing requirements are identified, ASAP functional managers generate an ASAP Position Description and Job Justification document. These documents are reviewed by the ASAP Director of Project Management and signed when approved. Solicitation Process For baseline imbedded staff covered by the scope of the PMC contract, CH2M Hill provides candidates for consideration. Integral to the PMC contract is the progression of baseline staffing on the project. When new or changed staffing requirements are identified, or the PMC contractor has not responded with acceptable candidates for baseline imbedded staff, ASAP functional managers work with AGDC Human Resources and Contracts to solicit contract candidates for consideration. Approved ASAP Position Description and Job Justification documents are forwarded to AGDC Human Resources and Contracts staff for review. Upon approval, AGDC Contracts submits a solicitation from current AGDC contract holders who have qualifications in the area of the staffing needs. Responses to the solicitation are routed to the ASAP PMT for consideration. Staff Candidate Selection Regardless of the source of a candidate as described above, the ASAP Director of Project Management and responsible functional manager review proposed candidates and conduct interviews. ASAP reserves the right to reject PMC candidates not found acceptable and can choose to solicit other contractors for baseline imbedded staff if desired. Candidates selected for positions are approved by the ASAP Director of Project Management and the responsible functional manager works with AGDC Contracts and the ASAP Contract Steward (in the case of Major Contractor) to issue the appropriate work order under existing Master Service Agreements.

ALASKA GASLINE DEVELOPMENT CORPORATION

3201 “C” Street, Suite 200

Anchorage, Alaska 99503

RE: Staffing Plan/Corporate and Project/AGDC/ASAP

DATE: January 28, 2014

HISTORY:

The Alaska Gasline Development Corporation was formed in June, 2010, and included only 7 Position Control Numbers (PCN’s), assigned by the State of Alaska for permanent employment from that date forward.

During that period of time, Alaska Housing Finance Corporation, provided all support and administrative oversight (among which was HR/Payroll, Accounting, Risk Management, Worker’s Compensation, Benefits, and IT services, among others).

The admonition from the State of Alaska was to concentrate on Contract Services for both the technical work and the administrative support functions.

CURRENT STATUS:

On May 21, 2013, Governor Sean Parnell signed into Law HB4, which allowed for a total of 32 PCN’s, which since that time, a total of 19 have been allocated (including the original 7). Subsequently, AGDC has implemented a procedure whereby any new staffing follows a discrete and managed process. The Corporate oversight is complete, all policy and financial decisions flow to a Director level employee and the Vice President or the President.

AGDC Human Resources monitors all “on-boarding” of new staff, and double checks degree verification and background information.

RECRUITING:

AGCD follows normal recruiting and staffing procedures using both public and private practices and legal requirements. To date, there have been no lack of highly qualified applicants for any vacancy within the Corporate organization.

We anticipate no recruiting problems in the future.

PROCESS:

1) A senior manager will recommend a position (either direct employee or contract) be either filled, or created, and will write a job description and a justification for filling the vacancy;

2) This job description and justification is forwarded to Human Resources for review, salary range determination, and to analyze the justification for filling the vacancy;

3) Upon completion of the HR review, the documentation is submitted to the Vice President for final review and approval;

4) Upon approval by the VP, the package is sent back to the hiring Director, and then to Human Resources for recruiting action;

5) A strategy is developed for filling the vacancy, which normally includes newspaper advertising and listing with various employment organizations, both public and private (both print and online); in the case of a contract worker, the job specifications are forwarded to a number of contractors already under an agreement with AGDC, with an invitation to forward resumes for any candidate they wish to be considered by AGDC;

6) Upon completion of the recruiting process, Human Resources will review all applications/resumes to ensure only those who meet the minimum requirements are forwarded to the hiring manager for review;

7) The hiring manager will review the applications/resumes, and then will schedule finalists for interview;

8) Upon completion of the interviews, the hiring manager will identify the selected candidate, conduct reference checks, and then forward the package back to HR;

9) HR then does a thorough background check and degree verification; assuming that nothing negative is identified, then HR and the hiring manager determine a recommended salary offer; which is then submitted to the VP for final review and approval;

10) Should a qualified candidate not be found, then the process will begin again at Step 5).

AGDC intends to use its remaining authorized PCN’s only for cardinal and decision making positions; to the greatest extent possible, we will use contract services for both ASAP and AGDC administrative support functions.

AGDC Resolution Number:_____________

STATE OF ALASKA SUPPLEMENTAL BENEFITS SYSTEM

Resolution Number: 2014-01

A RESOLUTION BY THE ALASKA GASLINE DEVELOPMENT CORPORATION

AUTHORIZING THE PARTICIPATION OF ITS EMPLOYEES IN THE STATE ALASKA SUPPLEMENTAL BENEFITS SYSTEM (SBS) AND THE PAYMENT OF

THE REQUIRED CONTRIBUTIONS, PURSUANT TO AS 39.30 ET SEQ WHEREAS, the ALASKA GASLINE DEVELOPMENT CORPORATION located in Anchorage, Alaska, wishes to join the State of Alaska Supplemental Benefits System. The Supplemental Benefits System consists of the Alaska Supplemental Annuity Plan and the Alaska Supplemental Benefits Plan. NOW THEREFORE BE IT RESOLVED by the Board of Directors that 1. Pursuant to AS 39.30.170 et. seq., the Board of Directors of the Alaska Gasline Development

Corporation requests permission to become a Participating Employer of the State of Alaska Supplemental Benefits System.

2. All employees of the Alaska Gasline Development Corporation who would have participated

in the Federal Social Security Program if the Alaska Gasline Development Corporation belonged to Social Security will participate in the Supplemental Benefits System.

3. The Alaska Gasline Development Corporation further requests that participation in the State

of Alaska Supplemental Benefits System be made effective on March 1, 2014 or at the earliest possible date thereafter agreed to between AGDC and the State.

4. The Alaska Gasline Development Corporation authorizes and directs Daniel R Fauske,

President, to:

a. take any and all steps necessary to enroll the Alaska Gasline Development Corporation and its employees in the State of Alaska Supplemental Benefits System.

b. initiate a Participation Agreement between the Alaska Gasline Development Corporation

and the State of Alaska, Department of Administration.

PASSED, APPROVED, AND ADOPTED BY THE Alaska Gasline Development Corporation Board of Directors this 30th day of January, 2014.

____________________________________ ___________________________ John Burns, Chairman of the Board Date Alaska Gasline Development Corporation

dkk/15711b.wpd -1-

State of Alaska Department of Administration

P.O. Box 110203, Juneau, AK 99811-0203

ALASKA SUPPLEMENTAL BENEFITS SYSTEM PARTICIPATION AGREEMENT

Effective Date of Participation: March 1, 2014

Agreement between the State of Alaska (hereinafter referred to as the State) and the Alaska Gasline Development Corporation (hereinafter referred to as the participating employer) relating to participation by the participating employer in the Alaska Supplemental Benefits System (hereinafter referred to as the SBS); witnesseth: that WHEREAS, the laws of the State provide for the SBS in Alaska Statute (AS) 39.30.150-.180, and WHEREAS, the participating employer has adopted a resolution authorizing participation in the SBS, and WHEREAS, a certified copy of the authorizing resolution has been filed with the State, Now, therefore, in consideration of the mutual agreements, covenants, and provisions herein contained, the parties make the following agreements: A. The participating employer agrees for its part as follows:

1. Participation in the SBS will begin with the payment of employer contributions to commence with wages paid on or after March 1, 2014.

2. In place of contributions to the federal Social Security System, which would have been

required on behalf of an employee had the participating employer contributed to Social Security, the participating employer shall contribute 12.26 percent of the wages of the employee up to the taxable wage base that is currently in effect for the Social Security System to the Supplemental Annuity Plan. The wages of participating employees will be reduced in accordance with AS 39.30.150.

3. The participating employer shall provide for pretax payroll deductions for the purposes of

employee contributions to the Supplemental Benefits Plan.

4. All employees who would have been eligible to participate in Social Security had the employer chosen to participate or continued to participate, will participate in the SBS. Certain groups of individuals are mandatorily excluded from coverage even though they may be working with employees in the covered group. These include:

• Individuals engaged in a work relief or other project to relieve them of unemployment;

• patients or inmates who work in hospitals, homes, or other state institutions;

• employees serving on a temporary basis in case of fire, storm, snow, earthquake, flood,

or other similar emergency on or after January 1, 1968.

dkk/15711b.wpd -2-

Other groups of individuals may or may not be covered. If any of the following groups are to be excluded from SBS coverage, the employer must indicate the ones he intends to exclude by initialing below:

_____ Full-time students rendering services for the school in which they are enrolled and

attending classes regularly.

_____ Election officials or election workers paid less than the social security calendar year participation exemption maximum.

_____ Employees in positions for which pay is on a fee basis (whether fees are paid by

the employer or the public).

_____ Those employees in social security due to the Omnibus Budget Reconciliation Act of 1990 who will remain in social security.

5. All contributions will be transmitted each calendar month so they are received by the SBS by

the 15th of that month on all covered wages paid in the previous calendar month. Late contributions may result in lapsed coverage for employees. Retroactive coverage in such cases will be considered on a case-by-case basis.

6. The participating employer will furnish the SBS with current and accurate employee data as

required by the SBS that is necessary for the proper and effective administration of the SBS on the forms and within the time frame prescribed by the SBS. All pertinent financial records and supporting documents for each participant enrolled in the SBS program must be available, upon reasonable notice, to the state or its representative.

7. The participating employer will keep and maintain current financial records that reflect all

SBS transactions of the SBS program in accordance with generally accepted accounting principles.

8. The participating employer will comply with federal and state statutes and regulations

pertaining to the SBS and to make these statutes and regulations and all changes thereto available to employees. Eligible employees are bound by these statutes and regulations, and by the terms of this agreement.

9. The participating employer may not terminate this agreement except by written notice

accompanied by a resolution adopted by the governing body of the participating employer submitted to the SBS Administrator at least 90 days before the date on which the participating employer wishes to terminate. The participating employer shall continue to transmit contributions or coverage during this 90-day interim. Upon termination by the participating employer, the State of Alaska is under no obligation to continue insurance coverage beyond the last day of the month in which termination is effective.

10. The state retains the right to alter, amend, add, or delete any plan or coverage at any time.

dkk/15711b.wpd -3-

B. The state agrees for its part, on behalf of the SBS, as follows:

1. Eligible employees as outlined in No. 4 above are included in the SBS and are entitled to all rights, benefits, and privileges guaranteed under AS 39.30.150-180 and are subject to all conditions, duties, and liabilities imposed on employees.

2. The administrator will not unilaterally terminate participation in the SBS except for violation

of the provisions of this agreement by the participating employer or unless authorized or directed to do so by law. If termination is for violation of the provisions of this agreement, then the participating employer will first be given reasonable time to resolve or correct the violation. Written notice of such a termination will be given to a participating employer prior to the termination date.

C. The parties mutually agree as follows:

1. Any reference in this agreement to any provisions or to any regulations shall include any amendments, additions or deletions, both expressed and implied which may be enacted or implemented.

2. This agreement shall continue in effect until at least one of the following events occurs:

a. The participating employer unilaterally terminates the agreement by giving written

notice 90 days prior to the effective date of termination.

b. The parties mutually agree to terminate the agreement.

c. The state unilaterally terminates the agreement because of violation of a provision of this agreement or because of statutory direction or authorization, whereupon written notice will be given.

Approved by participating employer: _________________________________________ ___________________________ Daniel R Fauske Date _________________________________________ President All correspondence, reports, and notices to the participating employer shall be directed to:

James S Spaulding, Human Resources Director Name

3201 “C” Street, Suite 300 Anchorage, AK 99503 Address

dkk/15711b.wpd -4-

Approved by the State of Alaska, on behalf of the Supplemental Benefits System: _________________________________________ ___________________________ Jim Puckett Date Director Division of Retirement and Benefits Department of Administration All correspondence, reports, and notices to the state shall be directed to:

Supplemental Benefits System Alaska Division of Retirement and Benefits P.O. Box 110203 Juneau, AK 99811-0203

RESOLUTION # 2014-02

A RESOLUTION BY THE ALASKA GASLINE DEVELOPMENT CORPORATION AUTHORIZING THE PARTICIPATION OF ITS EMPLOYEES’ RETIREMENT SYSTEM (PERS) OF ALASKA AND THE PAYMENT OF THE REQUIRED CONTRIBUTIONS, PURSUANT TO AS 39.35 ET SEQ

WHEREAS, the Alaska Gasline Development Corporation (AGDC), located in Anchorage Alaska, wishes to increase the fringe benefits of its employees by adoption of a retirement system.

NOW THEREFORE BE IT RESOLVED by the Board of Directors that

1. Pursuant to AS 39.35.550 et. seq., the Board of Directors of the Alaska Gasline Development Corporation requests permission to become a participating employer of the Public Employee’s Retirement System of Alaska.

2. All regular full-time employees of the Alaska Gasline Development Corporation shall be participating members of the Public Employees’ Retirement System of Alaska.

3. All regular part-time employees of the Alaska Gasline Development Corporation shall be participating members of the Public Employees’ Retirement System of Alaska.

4. The following employee groups are excluded from participation: No exclusions. 5. The Alaska Gasline Development Corporation agrees to recognize any and all

years of past service for participating members. 6. The Alaska Gasline Development Corporation further requests that participation

in the Public Employee’s Retirement System of Alaska be made effective May 21, 2013. Please allow a minimum of 30 days for processing of the Agreement.

7. The Alaska Gasline Development Corporation authorizes and directs Daniel R Fauske, President to: a. Take any and all steps necessary to enroll the Alaska Gasline Development

Corporation and its employees in the Public Employee’s Retirement System. b. Initiate a Participation Agreement between the Alaska Gasline Development

Corporation and the State of Alaska; Department of Administration.

PASSED, APPROVED AND ADOPTED BY THE ALASKA GASLINE DEVELOPMENT CORPORATION BOARD OF DIRECTORS this 30th day of January, 2014.

_______________________________ ____________________________ John Burns, Chairman of the Board Date

G:/templates/retirement/dcr participation agreement.dot (Rev. 11/07)

State of Alaska Department of Administration

P.O. Box 110203, Juneau, Alaska 99811-0203

PUBLIC EMPLOYEES’ RETIREMENT SYSTEM PARTICIPATION AGREEMENT

Effective: March 1, 2014

Agreement between the State of Alaska (hereafter referred to as the State) and the ALASKA GASLINE DEVELOPMENT CORPORATION (hereafter referred to as the Political Subdivision) relating to participation by the Political Subdivision in the Public Employees’ Retirement System of Alaska Defined Contribution Retirement Plan (hereafter referred to as the PERS DCR Plan); witnesseth; that WHEREAS, the laws of the State provide for PERS in Alaska Statute (AS) 39.35 and further provide for participation by Political Subdivisions in the PERS DCR Plan in AS 39.35.700 - 39.35.990, and WHEREAS, the Political subdivision has adopted a resolution authorizing participation in the PERS DCR Plan and NOW, therefore, in consideration of the mutual agreements, covenants and provisions herein contained, the parties make the following agreements; A. The Political Subdivision agrees for its part as follows: (1) The Political Subdivision agrees to begin participation in the PERS DCR Plan

with the payment of employer contributions and withholding of employee

contributions to commence with wages earned in the first full pay period following

__________________________________________________________

(2) The Political Subdivision agrees that:

All permanent full-time employees (those whose positions normally require 30 or

more hours of work each week) will participate in the PERS DCR Plan; (optional)

except for those employees in the following departments, groups or other

classifications as designated by the Political Subdivision under AS 39.35.957:

________________________________________________________________

________________________________________________________________

________________________________________________________________

(_____) initial here

G:/templates/retirement/dcr participation agreement.dot (Rev. 11/07)

(3) The Political Subdivision agrees that (optional):

All permanent part-time employees (those employees whose positions normally

require 15 or more but less than 30 hours of work each week) will participate in

the PERS DCR Plan; (optional) except for those employees in the following

departments, groups or other classifications as designated by the Political

Subdivision under AS 39.35.957:

________________________________________________________________

________________________________________________________________

_______________________________________________________

(4) The Political Subdivision agrees that (optional)

elected officials who receive compensation for elected official service in the

amount of at least $2,001 a month will participate in the PERS DCR Plan as

provided in the terms of AS 39.35.725.

(5) The Political Subdivision agrees to make contributions to the PERS as required

under AS 39.35.750 at the rates adopted by the Alaska Retirement Management

Board under AS 37.10.220.

(6) The Political Subdivision agrees to transmit employer’s and employees’

contributions to the PERS DCR Plan by the 15th day following the close of each

payroll period of the Political Subdivision. If contributions are not transmitted

within the prescribed time limit, interest shall be assessed on outstanding

contributions.

(7) The Political Subdivision agrees that employees specifically prohibited by statute

will not be allowed to participate in the PERS DCR Plan. The Political

Subdivision is responsible for administrative fees, investment fees, and

investment losses charged to accounts established under AS 39.35.730 resulting

from contribution adjustments due to the Political Subdivision enrolling ineligible

employees into the plan.

(_____) initial here

(_____) initial here

G:/templates/retirement/dcr participation agreement.dot (Rev. 11/07)

(8) The Political Subdivision agrees to furnish the PERS DCR Plan with accurate

employee data necessary for the proper and effective administration of the PERS

DCR Plan in the manner and within the time frames prescribed by the PERS

DCR Plan.

(9) The Political Subdivision agrees to comply with the requirements of the statues

and regulations pertaining to the PERS DCR Plan. It agrees to notify employees

and to make these statues and regulations and all changes thereto available to

employees. It agrees to allow employees to attend informational meetings

sponsored by the PERS DCR Plan and held during work hours to educate

employees regarding the provisions of the PERS DCR Plan. It agrees that

eligible employees are bound by these statutes and regulations and by the terms

of this contract.

(10) The Political Subdivision agrees that it cannot terminate this agreement or

terminate a department, group or other classification except by written notice

accompanied by a resolution adopted by the governing body of the Political

subdivision submitted to the PERS DCR Plan Administrator at least 90 days

before the date on which the Political Subdivision wishes the termination to be

effective.

(11) Upon termination of if this agreement or a termination of a department, group or

other classification, the PERS shall assess the Political Subdivision a termination

cost that is actuarially determined to fully fund the costs to the plan for

employees whose coverage is terminated, including the cost of providing the

Political Subdivision’s share of retiree health benefits, occupational disability and

occupational death benefits.

B. The PERS DCR Plan agrees for its part as follows:

(1) The Political Subdivision departments, groups, and classifications of employees

legally designated above are included in the PERS DCR Plan, are entitled to all

G:/templates/retirement/dcr participation agreement.dot (Rev. 11/07)

rights, benefits, and privileges afforded “employees” as that term is used in the

PERS DCR Plan, and are subject to all conditions, duties, and liabilities imposed

upon “employees”.

(2) The employer contributions received by the PERS DCR Plan for medical

benefits, occupational death and occupational disability benefits will be added to

and will become part of the respective trusts established under AS 39.35. The

employer contributions made on behalf of each employee as required by AS

39.35.750(a) shall be transmitted to the employee’s individual account

established in the PERS DCR Plan.

(3) Contributions of employees transmitted to the PERS DCR Plan will be deposited

to the employee’s individual account established in the PERS DCR Plan.

(4) The PERS DCR Plan shall provide a range of investment options and permit an

employee to exercise investment control over the employee’s assets in the

employee’s individual account.

(5) The administrator will not unilaterally terminate participation in the PERS except

for violation of the provisions of the agreement by the Political subdivision or

unless authorized or directed to do so by law. If termination is for violation of the

provisions of this agreement, then the Political Subdivision will first be given

reasonable time to resolve or correct the violation. Written notice of a termination

will be given to a Political Subdivision as prescribed by statute.

C. The parties mutually agree as follows:

(1) Any reference in this agreement to any statutory provisions or to any regulations

shall include any amendments, additions, or deletions, both expressed and

implied which may be enacted or implemented.

(2) This agreement shall continue in effect until at least one of the following events

occurs:

G:/templates/retirement/dcr participation agreement.dot (Rev. 11/07)

(a) The Political Subdivision unilaterally terminates the agreement by giving

written notice 90 days prior to the effective date of termination.

(b) The parties mutually agree to terminate the agreement.

(c) The State unilaterally terminates the agreement because of violation of a

provision of this agreement or because of statutory direction or

authorization, whereupon written notice will be given.

All correspondence and notices to the Political Subdivision shall be directed to:

Name: James S Spaulding, Human Resources Director

Address:3201 C Street, Suite 300, Anchorage, AK 99503

E-Mail: [email protected]

Telephone:________________________________Fax:____________________________

Approved by Political Subdivision:

___________________________________________ _____________________________ Daniel R Fauske President

_________________________ Date

All correspondence and notices to the State shall be directed to:

Public Employees’ Retirement System P.O. Box 110203 Juneau, AK 99811-0203 Approved by the State of Alaska, on behalf of the Public Employees’ Retirement System:

_____________________________________________ _______________________ Public Employees’ Retirement System Date Plan Administrator

RESOLUTION# 2013-01

A RESOLUTION BY THE ALASKA GAS LINE DEVELOPMENT CORPORATION AUTHORIZING THEPARTICIPATION OF ITS EMPLOYEES IN THE PUBLIC EMPLOYEES’ RETIREMENT SYSTEM(PERS) OF ALASKA AND THE PAYMENT OF THE REQUIRED CONTRIBUTIONS, PURSUANT TOAS 39.35 ET SEQ

WHEREAS, the Alaska Gas Line Development Corporation (AGDC’I, located in Anchorage Alaska,

wishes to increase the fringe benefits of its employees by adoption of a retirement system.

NOW THEREFORE BE IT RESOLVED by the Board of Directors that

1. Pursuant to AS 39.35.550 et. seq., the Board of Directors of the Alaska Gas LineDevelopment Corporation requests permission to become a participating employer ofthe Public Employee’s Retirement System of Alaska.

2. All regular full-time employees of the Alaska Gas Line Development Corporation shall

be participating members of the Public Employees’ Retirement System of Alaska.

3. All regular part-time employees of the Alaska Gas Line Development Corporation shallbe participating members of the Public Employees’ Retirement System of Alaska.

4. The following employee groups are excluded from participation: No exclusions.

5. The Alaska Gas Line Development Corporation agrees to recognize any and all years ofpast service for participating members.

6. The Alaska Gas Line Development Corporation further requests that participation in thePublic Employee’s Retirement System of Alaska be made effective May 21, 2013. Pleaseallow a minimum of 30 days for processing of the Agreement.

7. The Alaska Gas Line Development Corporation authorizes and directs Daniel R.Fauske, President & CEO to:

A. Take any and all steps necessary to enroll the Alaska Gas Line DevelopmentCorporation and its employees in the Public Employee’s Retirement System.B. Initiate a Participation Agreement between the Alaska Gas Line Development

Corporation and the State of Alaska; Department of Administration.

PASSED, APPROVED AND ADOPTED BY THE ALASKA GAS LINE DEVELOPMENT CORPORATION BOARD

OF DIRECTORS this 19th day of June, 2013.

Frank Roppel, Chairman

Date

ACRONYMS AND ABBREVIATIONS

ACRONYMS AND ABBREVIATIONS

AACE Association for the Advancement of Cost Engineering ACCE Aspen-Tech Capital Cost Estimating ADEC Alaska Department of Environmental Conservation ADFG Alaska Department of Fish and Game ADNR Alaska Department of Natural Resources ADOT/PF Alaska Department of Transportation and Public Facilities AGDC Alaska Gasline Development Corporation AGIA Alaska Gasline Inducement Act AHFC Alaska Housing Finance Corporation AOGCC Alaska Oil and Gas Conservation Commission APP Alaska Pipeline Project ARRC Alaska Railroad Corporation AS Alaska Statute ASAP Alaska Stand Alone Pipeline BACT Best Available Control Technology BATNEEC Best Available Technology Not Entailing Excessive Costs BEP Business Execution Plan BLM Bureau of Land Management BMP Best Management Practices BOD Board of Directors BOO Builder/Owner/Operator CA Corrective Action CBS Cost Breakdown Structure CFR Code of Federal Regulations CII Construction Industries Institute CMO Constructability, Maintainability, and Operability CO2 carbon dioxide COR Change Order Request (form) CWA Clean Water Act DEIS Draft Environmental Impact Statement EIS Environmental Impact Statement EPA Environmental Protection Agency EPC Engineering, Procurement and Construction ERL Environmental, Regulatory and Land ESA Endangered Species Act EVL Evaluated Vendors List FEED Front-End Engineering and Design FEL Front-End Loading FERC Federal Energy Regulatory Commission FNSB Fairbanks North Star Borough FOL Fuel, oil, and lubricants GCF Gas Conditioning Facility GIS Geographic Information System HB House Bill HCA High Consequence Area HDD Horizontal Directionally Drilled HMR Hazardous Materials Regulations HSE Health, Safety, and Environment

ACRONYMS AND ABBREVIATIONS

HSSE Health, Safety, Security, and Environment IATA International Air Transport Association IPA Independent Project Analysis JIGDT Joint In-State Gasline Development Team KPI Key Performance Indicator LNG liquefied natural gas MCS Master Control Schedule MMscfd million standard cubic feet per day MOC Management of Change MP milepost MSA Master Service Agreement MSB Matanuska-Susitna Borough NEPA National Environmental Policy Act NGL natural gas liquid NGO Non-Governmental Organizations NHPA National Historic Preservation Act NMFS National Marine Fisheries Service NPS National Park Service NSB North Slope Borough OSHA Occupational Safety and Health Administration P&ID Piping and instrumentation diagram PA Preventive Action PBU Prudhoe Bay Unit PCMC Pipeline Construction Management Contractor PEP Project Execution Plan PHA Process Hazard Analysis PHMSA Pipeline Hazardous Materials Safety Administration PMBOK® PMI Project Management Body of Knowledge PMC Program Management Contractor PMI Project Management Institute PMT Project Management Team POD Plan of Development PPE Personal protective equipment PS Pump Station PSA Process Safety Analysis psi pounds per square inch psig pounds per square inch gauge PSY Pipe Storage Yard QA Quality Assurance QA/QC Quality Assurance/Quality Control RCA Regulatory Commission of Alaska RFP Request for Proposal RFQ Request for quotation ROD Record of Decision ROW right-of-way SCADA Supervisory Control and Data Acquisition SCLNG South Central LNG (project) SEIS Supplemental Environmental Impact Statement SHPO State Historical Preservation Office SIL Safety Integrity Level SME subject matter expert

ACRONYMS AND ABBREVIATIONS

SPCO State Pipeline Coordinator’s Office SQS Supplier Quality Surveillance TAPS Trans-Alaska Pipeline System TIC Total Installed Cost ULSD Ultra-low sulfur diesel USACE U.S. Army Corps of Engineers USC U.S. Code USCG U.S. Coast Guard USDOT U.S. Department of Transportation USFWS U.S. Fish and Wildlife Service VE Value Engineering VIP Value-Improving Practices WBS Work Breakdown Structure

ACRONYMS AND ABBREVIATIONS


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